Form 4: Kodiak AI Completes Domestication, Ares Holdings Reports Ownership
Beneficial Ownership Statement
Ares Acquisition Holdings II LP reports beneficial ownership in Kodiak AI, Inc. following the completion of a business combination and domestication.
Summary
- Kodiak AI, Inc. (formerly Ares Acquisition Corporation II, 'AACT') completed a business combination with Kodiak Robotics, Inc. ('Legacy Kodiak') on September 24, 2025.
- As part of the business combination, AACT merged with and into Legacy Kodiak, with Legacy Kodiak becoming a wholly-owned subsidiary of the Issuer.
- On September 23, 2025, AACT underwent a deregistration from the Cayman Islands and a domestication to the State of Delaware.
- Effective upon domestication, the entity was renamed 'Kodiak AI, Inc.'
- Ares Acquisition Holdings II LP, the reporting person, now holds shares in Kodiak AI, Inc., a Delaware corporation.
- The reporting person acquired 12,500,000 shares of Common Stock on September 23, 2025.
- The reporting person converted 12,500,000 Class A ordinary shares into 12,500,000 shares of Common Stock on September 23, 2025.
- Ares Acquisition Holdings II LP beneficially owns 12,500,000 shares of Common Stock following these transactions.
- The reporting person also holds 14,300,000 warrants (Right to Buy) with an exercise price of $11.5, which become exercisable on October 24, 2025, and expire on September 24, 2030.
Sentiment
Score: 5
Explanation: The filing is a factual report of ownership changes following a corporate event, containing no explicit positive or negative sentiment from the issuer's perspective.
Positives
- The successful completion of the business combination, integrating Kodiak Robotics, Inc. into Kodiak AI, Inc.
- The domestication of the company from the Cayman Islands to Delaware, potentially simplifying regulatory oversight and corporate structure.
Future Outlook
Warrants held by Ares Acquisition Holdings II LP will become exercisable on October 24, 2025, allowing for potential future conversion into common stock.
Industry Context
This filing reflects the ongoing trend of Special Purpose Acquisition Company (SPAC) mergers, where a shell company (AACT) merges with a private operating company (Kodiak Robotics, Inc.) to take it public. The resulting entity, Kodiak AI, Inc., operates in the artificial intelligence and robotics sector, a rapidly evolving industry.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Jurisdiction Change | AACT effected a deregistration from the Cayman Islands and a domestication under Delaware General Corporation Law, changing its jurisdiction of incorporation to the State of Delaware. | 2025-09-23 | Simplifies corporate structure and aligns with U.S. regulatory frameworks, potentially enhancing investor confidence and legal clarity. |
| Company Name Change | Effective upon domestication, the continuing entity was renamed 'Kodiak AI, Inc.' from 'Ares Acquisition Corporation II'. | 2025-09-23 | Reflects the new identity and business focus post-business combination. |
| Ownership Structure Disclosure | Detailed disclosure of the complex ownership structure of Ares Management Corporation affiliates, including Ares Acquisition Holdings II LP, Ares Holdings L.P., Ares Management GP LLC, Ares Voting LLC, and Ares Partners Holdco LLC, with specific mention of Mr. Ressler's veto authority over board decisions at Ares Partners. | N/A | Provides transparency into the control mechanisms and ultimate beneficial ownership of the reporting person, which could influence corporate decisions. |
Related Party Transactions
- The Business Combination Agreement dated April 14, 2025, between Kodiak AI, Inc. (f/k/a AACT), AAC II Merger Sub, Inc., and Kodiak Robotics, Inc., where AACT was sponsored by Ares Acquisition Holdings II LP, the reporting person.
Stakeholder Impact
- Shareholders of the former Ares Acquisition Corporation II now hold shares in Kodiak AI, Inc., a Delaware corporation, which may offer different legal and regulatory protections.
- The completion of the business combination integrates Kodiak Robotics, Inc. into a publicly traded entity, potentially impacting employees, customers, and suppliers of both original companies through new strategic directions and operational synergies.
Next Steps
- Warrants held by the reporting person will become exercisable on October 24, 2025.
Key Dates
| Date | Description |
|---|---|
| 2025-04-14 | Date of the Business Combination Agreement between Kodiak AI, Inc. (f/k/a AACT), Merger Sub, and Kodiak Robotics, Inc. |
| 2025-09-23 | Date AACT effected deregistration from Cayman Islands and domestication to Delaware; also the transaction date for acquisition and conversion of shares. |
| 2025-09-24 | Date of consummation of the Business Combination. |
| 2025-09-25 | Date the Form 4 was signed by the Reporting Person. |
| 2025-10-24 | Date warrants become exercisable (30 days after completion of Business Combination). |
| 2030-09-24 | Expiration date of the warrants. |
Keywords
Kodiak AI, Ares Acquisition Holdings II LP, SEC Form 4, Beneficial Ownership, Business Combination, Domestication, Kodiak Robotics, SPAC, Merger, Common Stock, Warrants, Delaware, Cayman Islands
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